We file annual, quarterly and current reports, proxy statements and other information electronically with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference room at 100 F Street, N.E., Washington D.C. 20549 or at the SEC’s other public reference facilities. Please call the SEC at1-800-SEC-0330 for more information about the operation of the public reference room. Our SEC filings are available on the SEC’s website athttp://www.sec.gov. We also make available free of charge on our website, athttp://www.carriageservices.com, all materials that we file electronically with the SEC, including our annual reports onForm 10-K, quarterly reports onForm 10-Q, current reports onForm 8-K, Section 16 reports and amendments to these reports as soon as reasonablereasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our web sitewebsite or any other web sitewebsite is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus the information we have filed with the SEC. This means that we can disclose important information to you without actually including the specific information in this prospectus by referring you to other documents filed separately with the SEC. These other documents contain important information about us, our financial condition and the results of our operations. The information we incorporate by reference is an important part of this prospectus. You should read the information incorporated by reference for more detail. Information that we file later with the SEC will automatically update and replace the information currently in this prospectus and information previously filed with the SEC.
We incorporate by reference into this prospectus the documents listed below, any filings we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, betweenincluding all such documents we may file with the SEC after the date ofon which the registration statement that includes this prospectus andwas initially filed with the SEC until the termination of the registration statement of which this prospectus is a part and prior to the effectiveness of theall offerings under such registration statement (excluding any portions thereof that are deemed to be furnished and not filed):
Our annual report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 6, 2014;
Our current reports on Form 8-K and Form 8-K/A, as applicable, filed with the SEC on January 7, 2014, March 5, 2014, March 12, 2014, March 19, 2014 and March 20, 2014, in each case other than information furnished and not filed with the SEC; and
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| • | Our annual report onForm 10-K for the fiscal year ended December 31, 2009 filed with the SEC on March 5, 2010; |
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| • | Our quarterly reports onForm 10-Q for the quarters ended March 31, June 30 and September 30, 2010 filed with the SEC on May 7, August 6 and November 5, 2010, respectively; |
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| • | Our proxy statement on Schedule 14A filed with the SEC on April 13, 2010; |
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| • | Our current reports onForm 8-K and filed with the SEC on February 18, May 6, May 18, August 5 and November 5, 2010, in each case other than information furnished and not filed with the SEC; and |
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| • | The description of our common stock contained in our Registration Statement on Form8-A/A filed on December 4, 2002. |
The description of our common stock contained in our Registration Statement on Form 8-A/A filed on December 4, 2002.
You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s web sitewebsite at the address provided above. You may also request a copy of any document incorporated by reference in this prospectus (including exhibits to those documents specifically incorporated by reference in this document), at no cost, by visiting our internet web sitewebsite atwww.Carriage.comhttp://www.carriageservices.com, or by writing or calling us at the following address and telephone number:
3040 Post Oak Blvd., Suite 300
You should rely only on the information provided in and incorporated by reference into this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date indicated on these documents.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses (other than underwriting discounts and commissions) payable by Carriage Services, Inc. in connection with the offering described in this Registration Statement. All of the amounts shown below are estimates, with the exception of the SEC registration fee.
| | | | |
Securities and Exchange Commission registration fee | | $ | 45,080 | |
Financial Industry Regulatory Authority fee | | | * | |
Printing Expenses | | | * | |
Accounting fees and expenses | | | * | |
Legal fees and expenses | | | * | |
Trustee fees and expenses | | | * | |
Miscellaneous expenses | | | * | |
| | | | |
Total | | | * | |
| | | | |
| (*) | | |
|
Securities and Exchange Commission registration fee | | 26,703.00 |
Financial Industry Regulatory Authority (FINRA) fee | | 23,500.00 |
Printing Expenses | | X |
Accounting fees and expenses | | X |
Legal fees and expenses | | X |
Trustee fees and expenses | | X |
Miscellaneous expenses | | X |
Total | | |
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(X) | | Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate to incur in connection with the offering of securities under this registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement. |
15. Indemnification of Officers and Directors
INDEMNIFICATION OF OFFICERS AND DIRECTORSItem 20.Indemnification of Directors and Officers
The following summaries are qualified in their entirety by reference to the complete text of any statutes referred to below and the organizational documents of each registrant guarantor.
Carriage.Indemnification of Directors and Officers of Carriage Services, Inc.
Our certificate, a Delaware corporationSection 145 of incorporation provides that, to the extent permitted under the Delaware General Corporation Law (the “DGCL”), our directors shall not be personally liable for monetary damages for breach of fiduciary duty, except for liability for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Our certificate of incorporation also provides that we shall indemnify our officers and directors, and, if desired, our employees and agents, to the fullest extent permitted under the DGCL.
Section 145 of the DGCL, inter alia, authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, other than an action by or in the right of the corporation, because such person is or was a director, officer, employee or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe his conduct was unlawful. Similar indemnity is authorized for such persons against expenses, including attorneys’ fees, actually and reasonably incurred in defense or settlement of any such pending, completed or threatened action or suit by or in the right of the corporation if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that, unless a court of competent jurisdiction otherwise provides, such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only
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as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him. We maintain policies insuring our and our subsidiaries’ officers and directors against specified liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933.
Our bylaws provide, in substance, that directors and officers, as well as employees and agents if desired, shall be indemnified to the extent permitted by Section 145 of the Delaware General Corporation Law. Additionally, our certificate of incorporation, as amended, eliminates in specified circumstances the monetary liability of our directors for a breach of their fiduciary duty as directors. These provisions do not eliminate the liability of a director:
| • | | for a breach of the director’s duty of loyalty to us or our stockholders; |
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| • | | for acts or omissions by the director not in good faith; |
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| • | | for acts or omissions by a director involving intentional misconduct or a knowing violation of the law; |
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| • | | under Section 174 of the Delaware General Corporation Law, which relates to the declaration of dividends and purchase or redemption of shares in violation of the Delaware General Corporation Law; and |
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| • | | for transactions from which the director derived an improper personal benefit. |
Indemnification of Directors and Officers of Registrant Guarantors
Delaware Registrant Guarantors
Carriage Funeral Holdings, Inc., CFS Funeral Services, Inc., Carriage Holding Company, Inc., Carriage Internet Strategies, Inc., Carriage Investments, Inc., Carriage Life Events, Inc., Carriage Merger I, Inc., Carriage Merger II, Inc., Carriage Florida Holdings, Inc., each a Delaware corporation (each a “Delaware Corporate Subsidiary”).
The indemnification provisions of the DGCL described in “Indemnification of Directors and Officers of Carriage Services, Inc.” above also relate to the directors and officers of each Delaware Corporate Subsidiary.
The bylaws of each Delaware Corporate Subsidiary contain indemnification provisions that provide for the indemnification of its directors and officers to the fullest extent permitted by the DGCL, as amended. In addition, the bylaws of each Delaware Corporate Subsidiary specifically authorize each corporation to purchase and maintain insurance to protect itself and its directors and officers against any expense, liability or loss, whether or not the corporation would have the power to indemnify such persons against such expense, liability or loss under its bylaws.
The certificate of incorporation of each Delaware Corporate Subsidiary contains provisions eliminating a director’s personal liability for monetary damages for breach of fiduciary duty as a director, except in circumstances involving: (i) a breach of a director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law, (iii) the unlawful payment of dividends or stock purchase or redemption, or (iv) transactions from which a director derived an improper personal benefit.
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Carriage Team California (Cemetery), LLC, Carriage Team California (Funeral), LLC, Carriage Team Florida (Cemetery), LLC, Carriage Team Florida (Funeral), LLC, Carriage Services of Ohio, LLC, Carriage Team Kansas, LLC, a Delaware limited liability company (each, a “Delaware LLC Subsidiary”).
Section 18-108 of the Delaware Limited Liability Company Act (“DLLCA”), provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
The limited liability company agreement of each Delaware LLC Subsidiary contains indemnification provisions that provide for the indemnification of its managers, and authorize the indemnification of its officers, to the fullest extent permitted by the DLLCA, as amended. Each limited liability company agreement expressly acknowledges that such indemnification could involve indemnification for negligence or under theories of strict liability. In addition, the limited liability company agreement of each Delaware LLC Subsidiary specifically authorizes the company to purchase and maintain insurance to protect itself and its managers and officers against any expense, liability or loss, whether or not the company would have the power to indemnify such persons against such expense, liability or loss under its limited liability company agreement.
The certificate of formation of each Delaware LLC Subsidiary provides that, to the fullest extent permitted by Delaware law, a manager of the company shall not be liable to the company or its members for monetary damages for an act or omission in such manager’s capacity as a manager.
California Registrant Guarantors
Wilson & Kratzer Mortuaries (“WKM”), Rolling Hills Memorial Park (“RHMP”), Carriage Funeral Services of California, Inc., Carriage Cemetery Services of California, Inc., Cochrane’s Chapel of the Roses, Inc., Horizon Cremation Society, Inc., each a California corporation (each a “California Subsidiary”).
Section 317 of the California Corporations Code (“CCC”) provides that a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding, if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation, and in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The decision to indemnify a person could be made by a majority of the directors who are nor involved in the proceeding, or if such quorum is not obtainable, by approval from independent counsel in a written legal opinion, or by the court in which the proceeding is or was pending. Section 317 of the CCC also provides for certain number of votes in case of stockholder approval of indemnification and excludes the vote of the potentially indemnified person.
Section 317 of the CCC is not exclusive of other indemnification that may be granted by a corporation’s charter, bylaws, disinterested director vote, stockholders vote, agreement or otherwise.
Neither the bylaws or articles or incorporation of the California Subsidiaries, other than WKM, contain provisions regarding the indemnification of directors and officers. The bylaws of WKM contain indemnification provisions providing for the indemnification of its officers and directors to the fullest extent permitted by the CCC.
The articles of incorporation of each California Subsidiary, other than RHMP, provide that the liability of its directors for monetary damages shall eliminated to the fullest extent permitted by California law.
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Connecticut Registrant Guarantor
Carriage Services of Connecticut, Inc., a Connecticut corporation (the “Connecticut Subsidiary”).
Section 33-756 of the Business Corporation Act of the State of Connecticut (the “CBCA”), provides that a director is not liable for action taken as a director, or any failure to take any action, if (1) he acted in good faith, (2) he acted with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and (3) in a manner he reasonably believes to be in the best interests of the corporation.
Section 33-772 of the CBCA provides that a corporation shall indemnify a director or an officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. Section 33-771 of the CBCA further provides that a corporation incorporated prior to January 1, 1997 shall, except to the extent that the certificate of incorporation expressly provides otherwise, indemnify any director, officer, employee or agent who is made a party to any proceeding, other than an action by or in the right of the corporation or any proceeding with respect to which he was adjudged liable on the basis that he received financial benefit to which he was not entitled, whether or not involving action in his official capacity, against liability incurred in the proceeding if (1) he conducted himself in good faith, and (2) he reasonably believed (a) in the case of conduct in his official capacity with the corporation, that his conduct was in the best interests of the corporation, and (b) in all other cases, that his conduct was at least not opposed to the best interests of the corporation, and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his or her conduct was unlawful.
In the case of a proceeding by or in the right of the corporation, section 33-771 of the CBCA provides that a corporation may not indemnify a director except for reasonable expenses incurred in connection with the proceeding if it is determined that the director (1) conducted himself in good faith, and (2) reasonably believed (a) in the case of conduct in his official capacity with the corporation, that his conduct was in the best interests of the corporation, and (b) in all other cases, that his conduct was at least not opposed to the best interests of the corporation, and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Termination of a proceeding by judgment, order, settlement or conviction or a plea of nolo contendere or its equivalent is not, of itself, determinative that the director or officer did not meet the standard of conduct required by the CBCA.
Section 33-777 of the CBCA provides that a corporation may purchase and maintain insurance on behalf of directors, officers, employees or agents of the corporation, or who, while a director, officer, employee or agent of the corporation serves at the corporation’s request as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by him in that capacity, or arising from his status as a director, officer, employee or agent, whether or not the corporation would have the power to indemnify or advance expenses to him against the same liabilities under the CBCA.
Neither the bylaws or certificate of incorporation of the Connecticut Subsidiary contain provisions regarding the indemnification of directors and officers or limitations on the liability of directors.
Idaho Registrant Guarantors
Carriage Cemetery Services of Idaho, Inc. (“CCS Idaho”) and Cloverdale Park, Inc. (“Cloverdale Park”), Idaho corporations (the “Idaho Subsidiaries”).
Sections 851-859 of Title 30, Chapter 1 of the Idaho Code provide that a corporation may indemnify any individual who is a party to a proceeding because he is a director, as long as such individual conducted himself in good faith and reasonably believed that his conduct in his official capacity was in the best
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interest of the corporation, or in all other cases, his conduct was not opposed to the best interests of the corporation, or (in the case of criminal proceedings) he had no reasonable cause to believe his conduct was unlawful. Unless ordered by a court, an Idaho corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred, if it is determined that the director has met the relevant standard of conduct as outlined in the preceding sentence, or in connection with a proceeding with respect to which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not involving action in his official capacity. An Idaho corporation may indemnify an officer to the same extent as a director, and if the person seeking indemnification is an officer and not a director, he or she may be indemnified to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract, except for (a) liability in connection with proceeding by or in the right of the corporation other than for reasonable expenses incurred in the proceeding, (b) liability arising out of conduct that constitutes improper receipt of financial benefit, intentional infliction of harm to the corporation or the shareholders, or intentional violation of criminal law.
The bylaws of CCS Idaho expressly adopt Title 30 of the Idaho Code. Neither the articles of incorporation nor the bylaws of Cloverdale Park contain indemnification provisions.
Kentucky Registrant Guarantors
Carriage Funeral Services of Kentucky, Inc. (“CFSK”), Barnett, Demrow & Ernst, Inc., each a Kentucky corporation (each a “Kentucky Subsidiary”).
Sections 271B.8-500 through 271B.8-580 of the Kentucky Revised Statutes (the “KRS”) govern indemnification of corporate directors and officers. Under the KRS, a person may be indemnified by a corporation against judgments, fines, amounts paid in settlement and reasonable expenses (included attorneys’ fees) in connection with any threatened or pending suit or proceeding, whether civil or criminal, by reason of the fact that he is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer, employee or agent of another entity, if such director or officer acted in good faith and he reasonably believed (a) in the case of conduct in his official capacity with the corporation, the his conduct was in the corporation’s best interest, and (b) in all other cases, that his conduct was at least not opposed to the corporation’s best interest, and, (c) in case of criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful. A Kentucky corporation may not indemnify a director in a suit by or in the right of the corporation in which the director was adjudged liable to the corporation, or in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. The KRS provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.
The articles of incorporation of CFSK provides that, to the fullest extent permitted by Kentucky law, a director of the company shall not be liable to the company or its shareholders for monetary damages for breach of fiduciary duty as a director of the company. The bylaws of each Kentucky Subsidiary do not contain indemnification provisions.
Maryland Registrant Guarantor
Hubbard Funeral Home, Inc., a Maryland corporation (the “Maryland Subsidiary”).
Section 2-418 of the Maryland General Corporation Law (“MGCL”) permits indemnification of any officer or director made a party to any proceeding by reason of service as an officer or director unless it is established that: (i) the act or omission of such person was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (ii) such person actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceedings, such person had reasonable cause to believe that the act or omission was
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unlawful. The indemnity may be against judgments, penalties, fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by the director or officer in connection with the proceeding; but, if the proceeding is one by, or in the right of, the corporation, indemnification is not permitted with respect to any proceeding in which the director or officer has been adjudged to be liable to the corporation. If the proceeding is one charging improper personal benefit to the director or officer, whether or not involving action in the director’s or officer’s official capacity, indemnification of the director or officer is not permitted if the director or officer was adjudged to be liable on the basis that personal benefit was improperly received. Under section 2-418 of the MGCL, the corporation is required to indemnify a director for reasonable expenses incurred if such individual has been successful, on the merits or otherwise, in defense of any proceeding arising out of such individual’s official capacity. Indemnification under the provisions of Maryland law is not deemed exclusive of any other rights, by indemnification or otherwise, to which a director may be entitled under the charter, bylaws, any resolution of stockholders or directors, any agreement or otherwise.
The bylaws of the Maryland Subsidiary contain provisions providing for the indemnification of officers and directors if the officer or director acted in good faith and in a manner reasonably believed to be in the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In addition, the bylaws specifically authorize the corporation to purchase and maintain insurance to protect itself and its directors and officers against any expense, liability or loss, whether or not the corporation would have the power to indemnify such persons against such expense, liability or loss under the MGCL.
Massachusetts Registrant Guarantors
CSI Funeral Services of Massachusetts, Inc., Forastiere Family Funeral Service, Inc., Carriage Insurance Agency of Massachusetts, Inc., Cataudella Funeral Home, Inc. (“Cataudella”), each a Massachusetts corporation (each a “Massachusetts Subsidiary”).
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Section 67 of the Massachusetts Business Corporation Act (“MBCA”) provides that directors and officers of a corporation may be indemnified by the corporation to the extent authorized by its articles of organization, its bylaws, or the vote by the holders of a majority of the shares of stock entitled to vote on the election of directors. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the officer or director to repay such payment if he is adjudicated to be not entitled to indemnification. Such indemnification may be provided although the person to be indemnified is no longer an officer or director of the corporation. Under the MBCA, no indemnification shall be provided for an officer or director with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.
The MBCA authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or other agent of another organization or with respect to any employee benefit plan, against any liability incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.
The articles of organization of each Massachusetts Subsidiary, except Cataudella, contain indemnification provisions that provide for the indemnification of its directors and officers to the fullest extent permitted by the MBCA. The bylaws of Cataudella contain indemnification provisions that provide for the indemnification of its directors and officers to the fullest extent permitted by the MBCA. In addition, the articles of organization of each Massachusetts Subsidiary provide that, to the fullest extent permitted by the MBCA, a director of the company shall not be liable to the company or its shareholders for monetary damages for breach of fiduciary duty as a director of the company.
Michigan Registrant Guarantor
Carriage Funeral Services of Michigan, Inc., a Michigan corporation (the “Michigan Subsidiary”).
Section 450.1561 of the Michigan Business Corporation Act (“MBCA”) provides that a Michigan corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, including an action by or in the right of the corporation to procure judgment in its favor, by reason of the fact that he or shethe person is or was a director, officer, employee or other agent of the corporation (an “officer or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceedingdirector”), if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his conduct was unlawful. In connection with an action by or in the right of the corporation, indemnification may only be made for expenses, including attorney’s fees, actually and reasonably incurred, and for judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred. Section 450.1563 of the MBCA states that, to the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or other in defense of an action, suit, or proceeding, or in defense of a claim, issue, or matter in the action, suit, or proceeding, he or she shall be indemnified against actual and reasonable expenses, including attorneys’ fee, incurred by him or her in connection with the action, suit or proceeding and an action, suit, or proceeding brought to enforce the mandatory indemnification provided in this section. The MBCA allows Michigan corporations to purchase and maintain insurance on behalf of any of the persons described above, whether or not the corporation would have the power to indemnify such persons.
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The certificate of incorporation and bylaws of the Michigan Subsidiary contain provisions eliminating a director’s personal liability for monetary damages for breach of fiduciary duty as a director, except in circumstances involving: (i) a breach of a director’s duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law, (iii) the unlawful payment of dividends or stock purchase or redemption, or (iv) transactions from which a director derived an improper personal benefit.
The bylaws of the Michigan Subsidiary contain provisions providing for the indemnification of officers and directors if the officer or director (i) acted in good faith, (ii) acted in a manner he or she reasonably believed to be in the best interest of the corporation or its shareholders, and (iii) submits a written claim for indemnification. In addition, the bylaws specifically authorize the corporation to purchase and maintain insurance to protect itself and its directors and officers against any expense, liability or loss, whether or not the corporation would have the power to indemnify such persons against such expense, liability or loss under its bylaws or the MBCA.
Nevada Registrant Guarantors
Carriage Services of Nevada, Inc., Carriage Municipal Cemetery Services of Nevada, Inc., each a Nevada corporation (each a “Nevada Subsidiary”).
Section 78.7502 of the Nevada Revised Statutes provides that a corporation may indemnify directors or officers who were, are, or are threatened to be made a party in a completed, pending or threatened proceeding, whether civil, criminal, administrative or investigative, by reason of the person’s being or having been an officer or director of the corporation or serving in certain capacities at the request of the corporation. The person to be indemnified must have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, such person must have had no reasonable cause to believe his or her conduct was unlawful. With respect to actions by or in the right of the corporation, indemnification may not be made for any claim, issue or matter as to which such a person has been finally adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action was brought or other court of competent jurisdiction determines upon application that in view of all circumstances the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Neither the bylaws or articles of incorporation of the Nevada Subsidiaries contain provisions regarding the indemnification of directors and officers or limitations on the liability of directors.
New Mexico Registrant Guarantor
Carriage Services of New Mexico, Inc., a New Mexico corporation (the “New Mexico Subsidiary”).
Section 53-11-4.1 of the New Mexico Business Corporation Act empowers a corporation to indemnify any officer or director against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the person in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, if the person acted in good faith and (a) in the case of conduct in the person’s official capacity, that the person’s conduct was in the best interest of the corporation, and (b) in all other cases, the person’s conduct was at least not opposed to the corporation’s best interest, and (c) with respect to a criminal proceeding, the person had no reasonable cause to believe that his conduct was unlawful. Such section empowers a corporation to maintain insurance or furnish similar protection on behalf of any officer of director against any liability asserted against the person in such capacity whether or not the corporation would have the power to indemnify the person against such liability under the provisions described above. The indemnification provisions described above are not exclusive of any other rights to which an officer of director may be entitled under the articles of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise.
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Neither the bylaws or articles of incorporation of the New Mexico Subsidiary contain provisions regarding the indemnification of directors and officers or limitations on the liability of directors.
Ohio Registrant Guarantor
CHC Insurance Agency of Ohio, Inc., an Ohio corporation (the “Ohio Subsidiary”).
Section 1701.13(E)(1) of the Ohio Revised Code provides that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, against expenses and liability reasonably incurred by the director or officer in connection with such proceeding if the director or officer acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe
that thisthe person’s conduct was unlawful.
InIndemnification may be made against expenses, including attorneys’ fees, judgments, fines and settlements paid in settlement actually and reasonably incurred by the person in connection with
any threatened, pending, or completed proceeding,the proceeding; except, in an action by or in the right of the corporation,
indemnification is limited to
procure a judgmentexpenses, including attorneys’ fees, actually and reasonably incurred in
its favor,the defense or settlement of the action. Additionally, no indemnification
shallmay be made
(subjectwithout court order with respect to
certain exceptions) if: (a) suchany claim, issue, or matter as to which the person shall have been adjudged to be liable
for negligence or misconductto the corporation in the performance of
thethat person’s duty to the corporation
unless and
onlyits shareholders, or with respect to any settlement or expenses incurred in defending a pending action which settled without court approval. The termination of any action, suit or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the person did not meet the standard of conduct required by the DGCL.Section 145(c) provides that, to the extent that a present or former officer or director of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith. Section 145(b) adds that a court in whichmay also order indemnification if it determines that the proceeding was brought shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity forindemnification in view of all the relevant circumstances.
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Under Section 145(d) of the DGCL, unless ordered by a court, a corporation may not indemnify an officer or director if the person’s conduct did not satisfy the standards set forth above. The determination as to whether indemnification is permissible must be made as follows: (1) by a majority vote of the directors who are not parties to such expenses asaction, suit or proceeding, even though less than a quorum; (2) by a committee of such court shall deem proper;directors designated by majority vote of such directors, even though less than a quorum; (3) if there are no such directors, or (b) the only liability asserted against a directorif such directors so direct, by independent legal counsel in a proceeding is forwritten opinion; or (4) by the director voting for or assenting to the following: the payment ofstockholders.
Section 145(g) provides that a dividend or distribution, the making of a distribution of assets to shareholders, or the purchase or redemption of the corporation’s own shares in violation of Ohio law or the corporation’s articles of incorporation; a distribution of assets to shareholders during the winding up of the affairs of the corporation or on dissolution or otherwise, without the payment of all known obligations of the corporation or without making adequate provision for their payment; or the making of a loan, other than in the usual course of business, to an officer, director or shareholder of the corporation other than in the case of at the time of the making of the loan, a majority of the disinterested directors of the corporation voted for the loan and taking into account the terms and provisions of the loan and other relevant factors, determined that the making of the loan could reasonably be expected to benefit the corporation.
The regulations of the Ohio Subsidiary contain indemnification provisions that provide for the indemnification of its directors and officers to the fullest extent permitted by Ohio law. In addition, the regulations specifically authorize the corporation tomay purchase and maintain insurance to protect itself and its directors and officerson behalf of a person who is or was an officer or director of the corporation against any expense, liability asserted against such person and incurred by such person in any such capacity, or loss,arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such personsperson against such expense, liability under the DGCL. Section 145(f) adds that the indemnification provided by, or lossgranted pursuant to, the DGCL is not exclusive of any other rights to which those seeking indemnification may be entitled under its regulations.
Oklahoma Registrant Guarantor
Carriage Servicesany bylaw, agreement, vote of Oklahoma, L.L.C., an Oklahoma limited liability companystockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.Article X of our Amended and Restated Certificate of Incorporation (the “Oklahoma Subsidiary”).
Section 2017 of the Oklahoma Limited Liability Company Act (“OLLCA”“Charter”) provides that
the articles of organizationwe will indemnify and hold harmless any person who was, is, or
operating agreement ofis threatened to be made a
limited liability company may provide for the indemnification of members or managersparty to a proceeding by reason of the
company. Underfact that he or she: (1) is or was a director or officer of the
OLLCA,Company; or (2) while a director or officer of the
articlesCompany, is or was serving at the request of
organizationthe Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or
operating agreementsimilar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent permitted under the DGCL. Article X further provides that we may also
eliminateindemnify any employee or
limitagent to the
liabilityfullest extent permitted under the DGCL. The right to indemnification under Article X of
the Charter is a
member or managercontract right which includes, with respect to directors and officers, the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition to the maximum extent permitted under the DGCL.Article 8.0 of our Amended and Restated By-Laws, as amended (the “By-Laws”), also provides that we will indemnify our directors and officers, and are authorized to indemnify employees and agents, to the fullest extent permitted by the DGCL, except: (1) for monetary damages forany breach of fiduciary duty, except in circumstances involving (i) a manager’s breach of thetheir duty of loyalty to the companyCompany or its members, (ii)the Company’s stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violationsviolation of the law,law; or (iii)(3) for any transaction from which the managersuch director or officer derived an improper personal benefit.
The operating agreementBy-Laws also permit our Board of Directors to authorize the Oklahoma Subsidiary contains indemnification provisions that provide for the indemnificationadvancement of its managers and officersexpenses to the fullest extent permitted by the OLLCA. In addition,
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the operating agreement specifically authorizes the company to purchase and maintain insurance to protect itself and its managers and officers against any expense, liability or loss, whether or not the company would have the power to indemnify such persons against such expense, liability or loss under its operating agreement.
Texas Registrant Guarantors
Carriage Cemetery Services, Inc., a Texas corporation (“CCSI”).
Article 2.02-1 of the Texas Business Corporation Act (“TBCA”) provides that any director or officer of the Company, subject to a Texas corporation may be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred bywritten undertaking to repay such advance if it is later determined that the person in connection with or in defending any action, suit or proceeding in which he was, is, or is threatened to be made a named defendant by reason of his position as director or officer, provided that (1) he conducted himself in good faith; and (2) he reasonably believed that, inindemnitee does not satisfy the casestandard of conduct in his official capacity as arequired for indemnification. Additionally, pursuant to the By-Laws, the Chairman of our Board of Directors is authorized to enter into indemnification contracts with each director orand officer of the corporation, such conduct was in the corporation’s best interests; and, in all other cases, that such conduct was at least not opposed to the corporation’s best interests, and (3) in the case of a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. If a director or officer is wholly successful, on the merits or otherwise, in connection with such a proceeding, such indemnification is mandatory.
The bylaws of CCSI contain indemnification provisions providing for the indemnification of directors only if it is determined that the director (i) conducted himself in good faith, (ii) reasonably believed that, in the case of conduct in his official capacity as a director or officer of the corporation, such conduct was in the corporation’s best interests; and, in all other cases, that such conduct was at least not opposed to the corporation’s best interests, and (iii) in the case of a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. If a director is wholly successful, on the merits or otherwise, in connection with such a proceeding, such indemnification is mandatory. The bylaws also provide that a court may order the indemnification of a director if the court, upon application of the director, determines that such director is fairly and reasonably entitled to indemnification in view of the relevant circumstances. An officer of the corporation may be indemnified to the same extent as a director who is successful in a proceeding or who applies to a court for indemnification. The bylaws specifically authorize the corporation to purchase and maintain insurance to protect itself and its directors and officers against any expense, liability or loss, whether or not the corporation would have the power to indemnify such persons against such expense, liability or loss under its bylaws or the TBCA.
The articles of incorporation of CCSI provide that, to the fullest extent permitted by Texas law, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director of the corporation.
Carriage Management, L.P., a Texas limited partnership (“CMLP”).
Section 11.02 of the Texas Revised Limited Partnership Act (“TRLPA”) provides that a limited partnership may indemnify a person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a general partner of a limited partnership, and it is determined that the person (i) acted in good faith, (ii) reasonably believed, in cases regarding the person’s conduct in the official capacity of general partner, that such conduct was in the best interest of the partnership, and in all other cases, that the person’s conduct was at least not opposed to the partnership’s best interests, and (iii) in the case of a criminal proceeding, the person had no reasonable cause to believe that the conduct was unlawful. Pursuant to Section 11.17 of the TRLPA, a limited partnership may further indemnify and advance expenses to a limited partner, employee, agent, or person serving at the request of the limited partnership as a representative of another enterprise, if so provided by the partnership agreement.
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16. EXHIBITSThe agreement of limited partnership of CMLP contains indemnification provisions that provide for the indemnification of its partners and officers to the fullest extent permitted by the TRLPA, as amended. In addition, the agreement of limited partnership specifically authorizes the partnership to purchase and maintain insurance to protect itself and its partners and officers against any expense, liability or loss, whether or not the partnership would have the power to indemnify such persons against such expense, liability or loss under its agreement of limited partnership.
16. Exhibits
The following is a list of exhibits filed as a part of this registration statement.
| | |
| 1.1** | | Form of Underwriting Agreement. |
| |
4.1+ 4.1* | | Form of Senior Debt IndentureIndenture. |
| |
| | | |
4.2+4.2* | | Form of Subordinated Debt IndentureIndenture. |
| |
| 4.3** | | Form of Senior Debt Securities. |
5.1+ | |
| 4.4** | | Form of Subordinated Debt Securities. |
| |
| 4.5** | | Form of Warrant Agreement. |
| |
| 4.6 | | Amended and Restated Certificate of Incorporation, as amended, of the Company. Incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1996. |
| |
| 4.7 | | Certificate of Amendment dated May 7, 1997. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 1997. |
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| | |
| |
| 4.8 | | Certificate of Amendment dated May 7, 2002. Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2002. |
| |
| 4.9 | | Amended and Restated Bylaws of the Company. Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-05545). |
| |
| 4.10 | | Amendments to the Bylaws of the Company effective December 18, 2000. Incorporated by reference to Exhibit 3.9 to the Company’s Annual Report on Form 10-K for its year ended December 31, 2001. |
| |
| 4.11 | | Amendments to the Bylaws of the Company effective May 20, 2008. Incorporated by reference to Exhibit to the Company’s current report on Form 8-K filed May 28, 2008. |
| |
| 5.1* | | Opinion of Haynes and Boone, LLPVinson & Elkins L.L.P. |
| | |
5.2+ | | Opinion of J. Bradley Green, Executive Vice President, General Counsel and Secretary to Carriage Services, Inc. |
| | |
12.1+12.1* | | Statement Regarding the Computation of Ratio of Earnings to Fixed Charges. |
| | |
23.123.1* | | Consent of Haynes and Boone, LLPVinson & Elkins L.L.P. (included in Exhibit 5.1). |
| | |
23.2 | | Consent of J. Bradley Green (included in Exhibit 5.2) |
| | |
23.3+23.2* | | Consent of KPMG LLP. |
| | |
24.124.1* | | Power of Attorney (included on the signature pages of this Registration Statement). |
| | |
| 25.1*** | | We will file as an exhibit to a Current Report on Form 8-K (i) any underwriting, remarketing or agency agreement relating to the securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, preferred stock or warrants, (iii) any additional required opinions of counsel with respect to the legality of the securities offered hereby, (iv) any required opinion of counsel of Carriage Services, Inc. as to certain tax matters relative to the securities offered hereby, or (v) anyT-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the applicable trustee.Trustee under the Senior Indenture for Senior Debt Securities. |
| |
+25.2*** | | Filed herewithForm T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Indenture for Subordinated Debt Securities. |
| ** | To be filed as an Exhibit to a Current Report on Form 8-K or in a post-effective amendment to this registration statement. |
| *** | To be filed under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended. |
17. Undertakings
(a) UNDERTAKINGSThe undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
Act;(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the CommissionSEC pursuant to Rule 424(b) of the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the CommissionSEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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(2) That, for the purpose of determining any liability under the Securities Act, of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by sectionSection 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of theany registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, of 1933, each filing of the undersigned registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) II-4
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus or any prospectus supplement filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus or prospectus supplement filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee under each of the indentures to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the “Act”), in accordance with the rules and regulations prescribed by the CommissionSEC under Section 305(b)(2) of the Act.
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| CARRIAGE SERVICES, INC.
| |
| By: | /s/ Terry E. Sanford | |
| By: | | Terry E. Sanford | /s/ L. William Heiligbrodt |
| L. William Heiligbrodt | |
Executive Vice President and
Chief Financial Officer | |
| Secretary |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. SanfordMelvin C. Payne and J. Bradley Green,L. William Heiligbrodt, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
| | | | |
Signature | | | | |
Signature | | Title with Carriage Services, Inc. | | Date |
| | | | |
/s/ Melvin C. Payne Melvin C. Payne | | Chairman of the Board, and Chief Executive Officer
| | April 4, 2014 |
| Melvin C. Payne | | and Director
President | | |
| | (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
Secretary | | April 4, 2014 |
| L. William Heiligbrodt | | (Principal Financial andOfficer) | | |
| | |
| /s/ Viki K. Blinderman | | Chief Accounting Officer | | April 4, 2014 |
| Viki K. Blinderman | | (Principal Accounting Officer) | | January 14, 2011 |
| | |
| /s/ David J. DeCarlo | | | | |
/s/ Ronald A. EricksonRonald A. Erickson | | Director | | January 14, 2011 |
| | | | |
/s/ L. William HeiligbrodtL. William Heiligbrodt | | Director | | January 14, 2011 |
| | | | |
/s/ Vincent D. FosterVincent D. Foster | | Director | | January 14, 2011 |
| | | | |
/s/ Richard W. ScottRichard W. Scott | | Director | | January 14, 2011 |
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Funeral Holdings, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Funeral Holdings, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)President | | January 14, 2011April 4, 2014 |
| David J. DeCarlo | | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011April 4, 2014 |
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| Donald D. Patteson, Jr. | | | | |
| CFS Funeral Services, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with CFS Funeral Services, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011April 4, 2014 |
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| Barry K. Fingerhut | | | | |
| Carriage Holding Company, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Holding Company, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011April 4, 2014 |
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| Richard W. Scott | | | | |
| Carriage Funeral Services of Michigan, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-22
II-6
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Funeral Services of Michigan, Inc. | | Date |
| | | | |
/s/ Thomas E. RoodThomas E. Rood | | Director and President
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
II-23
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Funeral Services of Kentucky, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-24
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Funeral Services of Kentucky, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-25
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Funeral Services of California, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
|
II-26
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Funeral Services of California, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-27
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Cemetery Services of Idaho, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
|
II-28
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Cemetery Services of Idaho, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-29
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Wilson & Kratzer Mortuaries
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
|
II-30
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Wilson & Kratzer Mortuaries | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-31
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Rolling Hill Memorial Park
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
|
II-32
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Rolling Hill Memorial Park | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-33
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Services of Connecticut, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
|
II-34
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Services of Connecticut, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-35
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| CSI Funeral Services of Massachusetts, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-36
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with CSI Funeral Services of Massachusetts, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-37
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| CHC Insurance Agency of Ohio, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-38
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with CHC Insurance Agency of Ohio, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-39
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Barnett, Demrow & Ernst, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-40
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Barnett, Demrow & Ernst, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-41
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Services of New Mexico, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-42
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Services of New Mexico, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-43
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Forastiere Family Funeral Service, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-44
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Forastiere Family Funeral Service, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ Frank A. ForastiereFrank A. Forastiere | | Director, President, and Clerk | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-45
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Cemetery Services, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-46
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Cemetery Services, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-47
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Services of Oklahoma, L.L.C.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-48
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Services of Oklahoma, L.L.C. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Manager | | January 14, 2011 |
II-49
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Services of Nevada, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-50
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Services of Nevada, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-51
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Hubbard Funeral Home, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-52
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Hubbard Funeral Home, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-53
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Team California (Cemetery), LLC
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-54
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Team California (Cemetery), LLC | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Manager | | January 14, 2011 |
II-55
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Team California (Funeral), LLC
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-56
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Team California (Funeral), LLC | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Manager | | January 14, 2011 |
II-57
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Team Florida (Cemetery), LLC
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-58
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Team Florida (Cemetery), LLC | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Manager | | January 14, 2011 |
II-59
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Team Florida (Funeral), LLC
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-60
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Team Florida (Funeral), LLC | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Manager | | January 14, 2011 |
II-61
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Services of Ohio, LLC
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-62
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Services of Ohio, LLC | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Manager | | January 14, 2011 |
II-63
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Team Kansas, LLC
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-64
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Team Kansas, LLC | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Manager | | January 14, 2011 |
II-65
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Municipal Cemetery Services of Nevada, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-66
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Municipal Cemetery Services of Nevada, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-67
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Cemetery Services of California, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-68
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Cemetery Services of California, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-69
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Insurance Agency of Massachusetts, Inc.
| |
| /s/ Melvin C. Payne | |
| Melvin C. Payne | |
| Chairman of the Board and
Chief Executive Officer | |
II-70
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Insurance Agency of Massachusetts, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Frank ForastiereFrank Forastiere | | Director and Treasurer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ JoAnn SkibaJoAnn Skiba | | Director and Clerk | | January 14, 2011 |
II-71
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Internet Strategies, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-72
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Internet Strategies, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-73
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Investments, Inc., for itself and
as General Partner of Carriage Management, L.P.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-74
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Investments, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-75
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Cochrane’s Chapel of the Roses, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-76
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Cochrane’s Chapel of the Roses, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-77
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Horizon Cremation Society, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-78
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Horizon Cremation Society, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-79
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Life Events, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-80
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Life Events, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-81
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Merger I, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-82
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Merger I, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-83
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Merger II, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-84
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Merger II, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-85
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Carriage Florida Holdings, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-86
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Carriage Florida Holdings, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-87
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Cloverdale Park, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-88
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Cloverdale Park, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-89
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 14, 2011.
| | | | |
| Cataudella Funeral Home, Inc.
| |
| /s/ Terry E. Sanford | |
| Terry E. Sanford | |
| Executive Vice President and
Chief Financial Officer | |
II-90
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry E. Sanford and J. Bradley Green, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title with Cataudella Funeral Home, Inc. | | Date |
| | | | |
/s/ Melvin C. PayneMelvin C. Payne | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
| | January 14, 2011 |
| | | | |
/s/ Terry E. SanfordTerry E. Sanford | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 14, 2011 |
| | | | |
/s/ J. Bradley GreenJ. Bradley Green | | Director | | January 14, 2011 |
II-91
Carriage Services, Inc.
Exhibit Index
The following is a list of exhibits filed as a part of this registration statement.
| | |
| 1.1** | | Form of Underwriting Agreement. |
| |
4.1+ 4.1* | | Form of Senior Debt IndentureIndenture. |
| |
| | | |
4.2+4.2* | | Form of Subordinated Debt IndentureIndenture. |
| |
| 4.3** | | Form of Senior Debt Securities. |
5.1+ | |
| 4.4** | | Form of Subordinated Debt Securities. |
| |
| 4.5** | | Form of Warrant Agreement. |
| |
| 4.6 | | Amended and Restated Certificate of Incorporation, as amended, of the Company. Incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1996. |
| |
| 4.7 | | Certificate of Amendment dated May 7, 1997. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 1997. |
| |
| 4.8 | | Certificate of Amendment dated May 7, 2002. Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2002. |
| |
| 4.9 | | Amended and Restated Bylaws of the Company. Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-05545). |
| |
| 4.10 | | Amendments to the Bylaws of the Company effective December 18, 2000. Incorporated by reference to Exhibit 3.9 to the Company’s Annual Report on Form 10-K for its year ended December 31, 2001. |
| |
| 4.11 | | Amendments to the Bylaws of the Company effective May 20, 2008. Incorporated by reference to Exhibit to the Company’s current report on Form 8-K filed May 28, 2008. |
| |
| 5.1* | | Opinion of Haynes and Boone, LLPVinson & Elkins L.L.P. |
| | |
5.2+ | | Opinion of J. Bradley Green, Executive Vice President, General Counsel and Secretary to Carriage Services, Inc. |
| | |
12.1+12.1* | | Statement Regarding the Computation of Ratio of Earnings to Fixed Charges. |
| | |
23.123.1* | | Consent of Haynes and Boone, LLPVinson & Elkins L.L.P. (included in Exhibit 5.1). |
| | |
23.2 | | Consent of J. Bradley Green (included in Exhibit 5.2) |
| | |
23.3+23.2* | | Consent of KPMG LLP. |
| | |
24.124.1* | | Power of Attorney (included on the signature pages of this Registration Statement). |
| | |
| 25.1*** | | We will file as an exhibit to a Current Report on Form 8-K (i) any underwriting, remarketing or agency agreement relating to the securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, preferred stock or warrants, (iii) any additional required opinions of counsel with respect to the legality of the securities offered hereby, (iv) any required opinion of counsel of Carriage Services, Inc. as to certain tax matters relative to the securities offered hereby, or (v) anyT-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the applicable trustee.Trustee under the Senior Indenture for Senior Debt Securities. |
| |
+25.2*** | | Filed herewithForm T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Indenture for Subordinated Debt Securities. |
II-92
| ** | To be filed as an Exhibit to a Current Report on Form 8-K or in a post-effective amendment to this registration statement. |
| *** | To be filed under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended. |
II-7